Article 1404

Unauthorized contracts are governed by article 1317 and the principle of agency in Title X of this
Book.
Article 1317 simply tells that a person is not bound by the contract of another of which he has no
knowledge or to which he has not given his consent and the said contract shall be unenforceable
unless ratified (expressly or impliedly) by the person on whose behalf it has been executed before it
is revoked by the other contracting party.

At the same time the principle of agency under Title X of the Civil code, a person binds himself to
render some service or to do something in representation or on behalf of another, with the consent
or authority of the latter.

Article 1404 simply iterated that unauthorized contracts are governed by article 1317 and the principle
of agency under the New Civil Code of the Philippines.

CASE:

TACALINAR v. CORRO

G.R. No. 11044 September 7, 1916

FACTS.

Leoncio Alfon was the exclusive owner of the Santo Nino Hacienda. His wife, Petrona Tacalinar, through
their daughter Asuncion, sold the property to Lorenzo Corro. The latter then executed a promissory
note amounting to 1,500.00Php in favor of Tacalinar as part of the payment of the purchase of the
said property. Corro, after 14 years of being in possession of the property sold it to Juan Perez.

However, the widow and children of Alfon sued Corro and Perez alleging that the contract between
Asunsion and Corro was only a contract of lease, demanding Perez to deliver the possession of the
property back to the plaintiffs and to pay damages, and ordering Corro to pay damages.
ISSUE:

Whether or no the contract of sale executed by Alfon’s daughter is enforceable.

RULING.

Yes. Although the property was sold without the consent of Alfon, makinf the contract defective, the
latter’s subsequent approval made purged the contract of such defect. This was shown when he was
informed of the said conveyance, instead of demanding its annulment he proceeded to collect in
installments the amount of the promissory note, thus ratifying and approving the said sale. His action
action necessarily implies that he waived his right of action to avoid contract and consequently, it also
implies the tacit, it not express, confirmation of the said sale effected by two of his children by his
wife’s order.

With the foregoing, the judgment was affirmed, with cost against the appellants.